ex4-1





 







Exhibit 4.1



 


Warrant
Certificate No. ______

 



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS
AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF
SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE
COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.

 


Effective
Date: November ___, 2018Expiration Date: November ___,
20231


Warrant
No. ________


 



FITLIFE BRANDS, INC.

 


WARRANT
TO PURCHASE COMMON STOCK

 


FitLife Brands, Inc., a Nevada corporation (the
“Company”), for
value received on the Effective Date, hereby issues to
__________________________ (the “Holder”) this Warrant (the
“Warrant”) to
purchase ______________ shares (as from time to time adjusted as
hereinafter provided) (each such share a “Warrant Share” and all such shares
being the “Warrant
Shares”) of the Company’s Common Stock (as
defined below), at the Exercise Price (as defined below), as
adjusted from time to time as provided herein, on or before the
Expiration Date, all subject to the following terms and
conditions.

 


As used
in this Warrant, (i) “Business Day” means any day other
than Saturday, Sunday or any other day on which commercial banks in
the City of New York, New York, are authorized or required by law
or executive order to close; (ii) “Common Stock” means the common
stock of the Company, par value $0.01 per share, including any
securities issued or issuable with respect thereto or into which or
for which such shares may be exchanged for, or converted into,
pursuant to any stock dividend, stock split, stock combination,
recapitalization, reclassification, reorganization or other similar
event; (iii) “Exercise
Price” means $_____2 per share of Common Stock, subject to
adjustment as provided herein; (iv) “Trading Day” means any day on
which the primary national or regional stock exchange on which the
Common Stock is listed, or if not so listed, the OTC Bulletin Board
or the OTC Markets, if quoted thereon, is open
for the transaction of business; and (v) “Affiliate” means any person that, directly or
indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, a person, as such
terms are used and construed in Rule 144 promulgated under the
Securities Act of 1933, as amended (the “Securities
Act”).

 


 


1 The Warrant shall
expire 5 years from the date of issuance


2 This amount will be
equal to the conversion price of the shares of Series A Preferred
purchased by the investor, which is the fair market value of the
Company’s Common Stock on the closing date, as reported on
the OTC markets


 


 




 

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1. 

DURATION
AND EXERCISE OF WARRANTS





 


(a)           Exercise
Period. The Holder may exercise
this Warrant in whole or in part on any Business Day on or before
5:00 P.M., Eastern Time, on the Expiration Date, at which time this
Warrant shall become void and of no value.

 



(b) 

Exercise
Procedures.





 


(i)           While
this Warrant remains outstanding and exercisable in accordance with
Section 1(a), the Holder may
exercise this Warrant in whole or in part at any time and from time
to time by:

 


(A)           delivery
to the Company of a duly completed and executed copy of the notice
of exercise attached hereto as Exhibit A (the “Notice of
Exercise;

 


(B)           surrender
of this Warrant to the Secretary of the Company at its principal
offices or at such other office or agency as the Company may
specify in writing to the Holder; and

 


(C)           payment
of the then-applicable Exercise Price per share multiplied by the
number of Warrant Shares being purchased upon exercise of the
Warrant (such amount, the “Aggregate Exercise
Price”) made in the form
of cash, or by wire transfer of immediately available funds,
certified check or bank draft payable in lawful money of the United
States of America.

 


 (ii)           Upon
the exercise of this Warrant in compliance with the provisions of
this Section 1(b), and except as limited pursuant to Section
1(b)(iv), the Company shall promptly issue and cause to be
delivered to the Holder a certificate for the Warrant Shares for
which this Warrant was exercised. Each exercise of this Warrant
shall be effective immediately prior to the close of business on
the date (the “Date of
Exercise”) that the
conditions set forth in Section 1(b)(i) or (ii) have been
satisfied, as the case may be. On or before the third
(3rd)
Business Day following the date on which the Company has received
each of the items specified in Section 1(b)(i) or 1(b)(ii), as
applicable (the “Exercise
Deliverables”), the Company shall transmit an
acknowledgment of receipt of the Exercise Deliverables to the
Company’s transfer agent (the “Transfer Agent”). On or before the
fifth (5th) Business Day
following the date on which the Company has received all of the
Exercise Deliverables (the “Share Delivery Date”), the Company
shall (X) provided that the Warrant Shares have been registered or
that the Warrant Shares are eligible for sale under Rule 144
without restriction and that the Transfer Agent is participating in
The Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program, upon the request of the Holder and to
the extent applicable, Holder’s supplying the Company with
required Rule 144 documentation, cause the Transfer Agent to credit
such aggregate number of shares of Common Stock to which the Holder
is entitled pursuant to such exercise to the Holder’s or its
designee’s balance account with DTC through its Deposit
Withdrawal Agent Commission system, or (Y) if the Warrant Shares
have not been registered and are not eligible for sale under Rule
144 without restriction or if Transfer Agent is not participating
in the DTC Fast Automated Securities Transfer Program, cause the
Transfer Agent to issue and dispatch by overnight courier to the
address as specified in the Notice of Exercise, a certificate,
registered in the Company’s share register in the name of the
Holder or its designee, for the number of shares of Common Stock to
which the Holder is entitled pursuant to such
exercise.

 




 

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Upon
delivery of the Exercise Deliverables, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the certificates evidencing such Warrant
Shares.

 


(iv)           If
the Company shall fail for any reason or for no reason to issue or
cause to be issued to the Holder, within five (5) Business Days of
receipt of the Exercise Deliverables, a certificate for the number
of shares of Common Stock to which the Holder is entitled and
register or cause to be registered such shares of Common Stock on
the Company’s share register or to credit or cause to be
credited the Holder’s balance account with DTC for such
number of shares of Common Stock to which the Holder is entitled
upon the Holder’s exercise of this Warrant (in each case as
provided above), and if on or after such fifth (5th) Business Day the
Holder purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the
Holder of shares of Common Stock issuable upon such exercise that
the Holder anticipated receiving from the Company (a
“Buy-In”), then
the Company shall, within three (3) Business Days after the
Holder’s request and in the Holder’s discretion, either
(i) pay cash to the Holder in an amount equal to the Holder’s
total purchase price (including brokerage commissions, if any) for
the shares of Common Stock so purchased (the “Buy-In Price”), at which point the
Company’s obligation to deliver a certificate for the shares
of Common Stock to which the Holder would have been entitled and
register or cause to be registered such shares of Common Stock on
the Company’s share register, or to credit or cause to be
credited the Holder’s balance account with DTC for such
number of shares of Common Stock to which the Holder would have
been entitled, shall terminate, or (ii) promptly honor its
obligation to deliver to the Holder a certificate or certificates
representing such shares of Common Stock and pay cash to the Holder
in an amount equal to the excess (if any) of the Buy-In Price over
the product of (A) such number of shares of Common Stock, times (B)
the fair value of the Common Stock on the date of
exercise.

 


(v)           Notwithstanding
the foregoing provisions of this Section 1(b), the Holder may not
exercise this Warrant if and to the extent that such exercise would
require the Company to issue a number of shares of Common Stock in
excess of its authorized but unissued shares of Common Stock, less
all amounts of Common Stock that have been reserved for issue upon
the conversion of all outstanding securities convertible into
shares of Common Stock and the exercise of all outstanding options,
warrants and other rights exercisable for shares of Common Stock.
If the Company does not have the requisite number of authorized but
unissued shares of Common Stock to permit the Holder to exercise
this Warrant, then the Company shall use commercially reasonable
efforts to obtain the necessary stockholder consent to increase the
authorized number of shares of Common Stock to permit such Holder
to exercise this Warrant pursuant to Section 1(b)(i) or Section
1(b)(ii).

 


(vi)           The
delivery by (or on behalf of) the Holder of the Notice of Exercise
and the applicable Exercise Price as provided above shall
constitute the Holder’s certification to the Company that its
representations and warranties contained in the Subscription
Agreement, including without limitation the representation and
warranty that the Holder is an “accredited investor,”
are true and correct as of the exercise date as if remade in their
entirety (or, in the case of any transferee Holder that is not a
party to the Subscription Agreement, such transferee Holder’s
certification to the Company that such representations are true and
correct as to such assignee Holder as of the exercise
date).

 


(c)           Partial
Exercise. This Warrant shall be
exercisable, either in its entirety or, from time to time, for part
of the number of Warrant Shares referenced by this Warrant;
provided, that any such partial exercise must be for an integral
number of Warrant Shares. If this Warrant is exercised in part, the
Company shall issue, at its expense, a new Warrant, in
substantially the form of this Warrant, referencing such reduced
number of Warrant Shares that remain subject to this
Warrant.

 




 

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(d)           Disputes.
In the case of a dispute as to the determination of the Exercise
Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant
Shares that are not disputed and resolve such dispute in accordance
with Section 14.

 



2. 

ISSUANCE
OF WARRANT SHARES





 


(a)           The
Company covenants that all Warrant Shares will, upon issuance in
accordance with the terms of this Warrant, be (i) duly authorized,
fully paid and non-assessable, and (ii) free from all liens,
charges and security interests, with the exception of claims
arising through the acts or omissions of any Holder and except as
arising from applicable Federal and state securities
laws.

 


(b)           The
Company shall register this Warrant upon records to be maintained
by the Company for that purpose in the name of the record holder of
such Warrant from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner thereof for
the purpose of any exercise thereof, any distribution to the Holder
thereof and for all other purposes.

 


(c)           The
Company will not, by amendment of its articles of incorporation,
bylaws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant
and in the taking of all action necessary or appropriate in order
to protect the rights of the Holder to exercise this Warrant, or
against impairment of such rights.

 



3. 

ADJUSTMENTS
OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT SHARES





 


(a)           General.
The Exercise Price and the number of shares purchasable upon the
exercise of this Warrant shall be subject to adjustment from time
to time upon the occurrence of certain events described in this
Section 3(a); provided, however,
that notwithstanding the provisions of
this Section 3, the Company shall not be required to make any
adjustment if and to the extent that such adjustment would require
the Company to issue a number of shares of Common Stock in excess
of its authorized but unissued shares of Common Stock, less all
amounts of Common Stock that have been reserved for issue upon the
conversion of all outstanding securities convertible into shares of
Common Stock and the exercise of all outstanding options, warrants
and other rights exercisable for shares of Common Stock. If the
Company does not have the requisite number of authorized but
unissued shares of Common Stock to make any adjustment, the Company
shall use its commercially reasonable efforts to obtain the
necessary stockholder consent to increase the authorized number of
shares of Common Stock to make such an adjustment pursuant to this
Section 3(a).

 


(i)           Subdivision
or Combination of Stock. In
case the Company shall at any time subdivide (whether by way of
stock dividend, stock split or otherwise) its outstanding shares of
Common Stock into a greater number of shares, the Exercise Price in
effect immediately prior to such subdivision shall be
proportionately reduced and the number of Warrant Shares shall be
proportionately increased, and conversely, in case the outstanding
shares of Common Stock of the Company shall be combined (whether by
way of stock combination, reverse stock split or otherwise) into a
smaller number of shares, the Exercise Price in effect immediately
prior to such combination shall be proportionately increased and
the number of Warrant Shares shall be proportionately decreased.
The Exercise Price and the Warrant Shares, as so adjusted, shall be
readjusted in the same manner upon the happening of any successive
event or events described in this Section
3(a)(i).

 




 

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(ii)           Dividends
in Stock, Property, Reclassification. If at any time, or from time to time, the
holders of Common Stock (or any shares of stock or other securities
at the time receivable upon the exercise of this Warrant) shall
have received or become entitled to receive, without payment
therefor:

 


(A)           any
shares of stock or other securities that are at any time directly
or indirectly convertible into or exchangeable for Common Stock, or
any rights or options to subscribe for, purchase or otherwise
acquire any of the foregoing by way of dividend or other
distribution, or

 


(B)           additional
stock or other securities or property (including cash) by way of
spin-off, split-up, reclassification, combination of shares or
similar corporate rearrangement (other than shares of Common Stock
issued as a stock split or adjustments in respect of which shall be
covered by the terms of Section 3(a)(i) above),

 



then and in each such case, the Exercise Price and the number of
Warrant Shares to be obtained upon exercise of this Warrant shall
be adjusted proportionately, and the Holder hereof shall, upon the
exercise of this Warrant, be entitled to receive, in addition to
the number of shares of Common Stock receivable thereupon, and
without payment of any additional consideration therefor, the
amount of stock and other securities and property (including cash
in the cases referred to above) that such Holder would hold on the
date of such exercise had such Holder been the holder of record of
such Common Stock as of the date on which holders of Common Stock
received or became entitled to receive such shares or all other
additional stock and other securities and property. The Exercise
Price and the Warrant Shares, as so adjusted, shall be readjusted
in the same manner upon the happening of any successive event or
events described in this Section 3(a)(ii).

 


 




 

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(iii)           Reorganization,
Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or
reorganization of the capital stock of the Company, or any
consolidation or merger of the Company with another corporation or
any other entity, or the sale of all or substantially all of its
assets or other transaction shall be effected in such a way that
holders of Common Stock shall be entitled to receive stock,
securities or other assets or property (an
“Organic
Change”), then, as
a condition of such Organic Change, lawful and adequate provisions shall be made by
the Company whereby the Holder hereof shall thereafter have the
right to purchase and receive (in lieu of the shares of the Common
Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented by this
Warrant) such shares of stock, securities or other assets or
property as may be issued or payable with respect to or in exchange
for a number of outstanding shares of such Common Stock equal to
the number of shares of such stock immediately theretofore
purchasable and receivable assuming the full exercise of the rights
represented by this Warrant. In the event of any Organic Change,
appropriate provision shall be made by the Company with respect to
the rights and interests of the Holder of this Warrant to the end
that the provisions hereof (including, without limitation,
provisions for adjustments of the Exercise Price and of the number
of shares purchasable and receivable upon the exercise of this
Warrant) shall thereafter be applicable, in relation to any shares
of stock, securities or assets thereafter deliverable upon the
exercise hereof. The Company shall not effect any such
Organic Change unless, prior to the consummation
thereof, the successor corporation or
entity (if other than the Company) resulting from such
consolidation or merger or the corporation purchasing such assets
shall assume by written instrument reasonably satisfactory in form
and substance to the Holder executed and mailed or delivered to the
registered Holder hereof at the last address of such Holder
appearing on the books of the Company, the obligation to deliver to
such Holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such Holder may be
entitled to purchase. If there is an Organic Change, then the
Company shall cause to be mailed to the Holder at its last address
as it shall appear on the books and records of the Company, at
least ten (10) calendar days before the effective date of the
Organic Change, a notice stating the date on which such Organic
Change is expected to become effective or close, and the date as of
which it is expected that holders of the Common Stock of record
shall be entitled to exchange their shares for securities, cash, or
other property delivered upon such Organic Change;
provided,
however, that the failure to
mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to
be specified in such notice. The Holder is entitled to exercise
this Warrant during the 10-day period commencing on the date of
such notice to the effective date of the event triggering such
notice. In any event, the successor corporation (if other than the
Company) resulting from such consolidation or merger or the
corporation purchasing such assets shall be deemed to assume such
obligation to deliver to such Holder such shares of stock,
securities or assets even in the absence of a written instrument
assuming such obligation to the extent such assumption occurs by
operation of law.

 


(b)           Certificate
as to Adjustments. Upon the
occurrence of each adjustment or readjustment pursuant to this
Section 3, the Company at its expense shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and
furnish to each Holder of this Warrant a certificate setting forth
such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company
shall promptly furnish or cause to be furnished to such Holder a
like certificate setting forth: (i) such adjustments and
readjustments; and (ii) the number of shares and the amount, if
any, of other property which at the time would be received upon the
exercise of the Warrant.

 


(c)           Certain
Events. If any event occurs as
to which the other provisions of this Section 3 are not strictly
applicable but the lack of any adjustment would not fairly protect
the purchase rights of the Holder under this Warrant in accordance
with the basic intent and principles of such provisions, or if
strictly applicable would not fairly protect the purchase rights of
the Holder under this Warrant in accordance with the basic intent
and principles of such provisions, then the Company’s Board
of Directors will, in good faith and subject to applicable law,
make an appropriate adjustment to protect the rights of the
Holder; provided,
however, that no such
adjustment pursuant to this Section 3(d) will increase the Exercise
Price or decrease the number of Warrant Shares as otherwise
determined pursuant to this Section 3.

 


 




 

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4. 

TRANSFERS
AND EXCHANGES OF WARRANT AND WARRANT SHARES





 


(a)           Registration
of Transfers and Exchanges.
Subject to Section 4(c), upon the Holder’s surrender of this
Warrant, with a duly executed copy of the Form of Assignment
attached as Exhibit B, to the Secretary of the Company at its principal
offices or at such other office or agency as the Company may
specify in writing to the Holder, the Company shall register the
transfer of all or any portion of this Warrant. Upon such
registration of transfer, the Company shall issue a new Warrant, in
substantially the form of this Warrant, evidencing the acquisition
rights transferred to the transferee and a new Warrant, in similar
form, evidencing the remaining acquisition rights not transferred,
to the Holder requesting the transfer.

 


(b)           Warrant
Exchangeable for Different Denominations. The Holder may exchange this Warrant for a new
Warrant or Warrants, in substantially the form of this Warrant,
evidencing in the aggregate the right to purchase the number of
Warrant Shares, which may then be purchased hereunder, each of such
new Warrants to be dated the date of such exchange and to represent
the right to purchase such number of Warrant Shares as shall be
designated by the Holder. The Holder shall surrender this Warrant
with duly executed instructions regarding such re-certification of
this Warrant to the Secretary of the Company at its principal
offices or at such other office or agency as the Company may
specify in writing to the Holder.

 


(c)           Restrictions
on Transfers. This Warrant may
not be transferred at any time without (i) registration under the
Securities Act or (ii) an exemption from such registration
and, if requested by the
Company, a written opinion of legal counsel addressed to the
Company that the proposed transfer of the Warrant may be effected
without registration under the Securities Act, which opinion will
be in form and from counsel reasonably satisfactory to the
Company.

 


(d)           Permitted
Transfers and Assignments.
Notwithstanding any provision to the contrary in this Section 4,
the Holder may transfer, with or without consideration, this
Warrant or any of the Warrant Shares (or a portion thereof) to the
Holder’s Affiliates (as such term is defined under Rule 144
of the Securities Act) without obtaining the opinion from counsel
that may be required by Section 4(c)(ii), provided, that the Holder delivers to the Company and its
counsel certification, documentation, and other assurances
reasonably required by the Company’s counsel to enable the
Company’s counsel to render an opinion to the Company’s
Transfer Agent that such transfer does not violate applicable
securities laws.

 



5. 

MUTILATED
OR MISSING WARRANT CERTIFICATE





 


If this Warrant is mutilated, lost, stolen or
destroyed, upon request by the Holder, the Company will, at its
expense, issue, in exchange for and upon cancellation of the
mutilated Warrant, or in substitution for the lost, stolen or
destroyed Warrant, a new Warrant, in substantially the form of this
Warrant, representing the right to acquire the equivalent number of
Warrant Shares; provided,
however, that, as a
prerequisite to the issuance of a substitute Warrant, the Company
may require satisfactory evidence of loss, theft or destruction as
well as an indemnity from the Holder of a lost, stolen or destroyed
Warrant.

 


 


 




 

-7-








 







6. 

PAYMENT
OF TAXES





 


The Company will pay all transfer and stock
issuance taxes attributable to the preparation, issuance and
delivery of this Warrant and the Warrant Shares (and replacement
Warrants) including, without limitation, all documentary and stamp
taxes; provided,
however, that the Company shall
not be required to pay any tax in respect of the transfer of this
Warrant, or the issuance or delivery of certificates for Warrant
Shares or other securities in respect of the Warrant Shares to any
person or entity other than to the Holder.

 



7.            

FRACTIONAL
SHARES





 


No
fractional Warrant Shares shall be issued upon exercise of this
Warrant. Upon the full exercise of this Warrant, the Company, in
lieu of issuing any fractional Warrant Share, shall round up the
number of Warrant Shares issuable to nearest whole
share.

 



8. 

NO
STOCK RIGHTS AND LEGEND





 


No
holder of this Warrant, as such, shall be entitled to vote or be
deemed the holder of any other securities of the Company that may
at any time be issuable on the exercise hereof, nor shall anything
contained herein be construed to confer upon the holder of this
Warrant, as such, the rights of a stockholder of the Company or the
right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or give or
withhold consent to any corporate action or to receive notice of
meetings or other actions affecting stockholders (except as
provided herein), or to receive dividends or subscription rights or
otherwise (except as provide herein).

 


Each
certificate for Warrant Shares initially issued upon the exercise
of this Warrant, and each certificate for Warrant Shares issued to
any subsequent transferee of any such certificate, shall be stamped
or otherwise imprinted with a legend in substantially the following
form:

 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND
NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION
FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION
OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND
OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY
BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR APPLICABLE STATE SECURITIES
LAWS. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.

 


 


 




 

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9. 

NOTICES





 


All
notices, consents, waivers, and other communications under this
Warrant must be in writing and will be deemed given to a party (a)
on the date of delivery, if delivered to the appropriate address by
hand or by nationally recognized overnight courier service (costs
prepaid); (b) the date of transmission if sent by facsimile or
e-mail with confirmation of transmission by the transmitting
equipment if such notice or communication is delivered prior to
5:00 P.M., New York City time, on a Trading Day, or the next
Trading Day after the date of transmission, if such notice or
communication is delivered on a day that is not a Trading Day or
later than 5:00 P.M., New York City time, on any Trading Day; (c)
the date received or rejected by the addressee, if sent by
certified mail, return receipt requested, if to the registered
Holder hereof; or (d) seven days after the placement of the notice
into the mails (first class postage prepaid), to the Holder at the
address, facsimile number, or e-mail address furnished by the
registered Holder to the Company in accordance with the
Subscription Agreement by and between the Company and the Holder
or, if the registered Holder is not the original purchaser of this
Warrant, then as provided in the Form of Assignment delivered to
the Company pursuant to Section 4(a) in connection with the
assignment of this Warrant to such Holder, or if to the Company, to
it at:

 


FitLife
Brands, Inc.


5214 S.
136th
Street


Omaha,
Nebraska 68137


Attention: Chief
Financial Officer


Facsimile:


Email:


 



 (or to such other address, facsimile number, or e-mail
address as the Holder or the Company as a party may designate by
notice to the other party in accordance with this Section 9) with a
copy to

 


Disclosure Law
Group


600
West Broadway, Suite 700


San
Diego, CA 92101


Attention: Daniel
W. Rumsey


Facsimile:
619-330-2101


Email:
drumsey@disclosurelawgroup.com


 



10. 

SEVERABILITY





 


If
a court of competent jurisdiction holds any provision of this
Warrant invalid or unenforceable, the other provisions of this
Warrant will remain in full force and effect. Any provision of this
Warrant held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or
unenforceable.

 



11. 

BINDING
EFFECT





 


This
Warrant shall be binding upon and inure to the sole and exclusive
benefit of the Company, its successors and assigns, the registered
Holder or Holders from time to time of this Warrant and the Warrant
Shares.

 


 


 




 

-9-








 







12. 

SURVIVAL
OF RIGHTS AND DUTIES





 


This
Warrant shall terminate and be of no further force and effect on
the earlier of 5:00 P.M., Eastern Time, on the Expiration Date or
the date on which this Warrant has been exercised in
full.

 



13. 

GOVERNING
LAW





 


This
Warrant will be governed by and construed under the laws of the
State of Nevada without regard to conflicts of laws principles that
would require the application of any other law.

 



14. 

DISPUTE
RESOLUTION





 


In the case of a dispute as to the determination
of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall submit the disputed determinations or
arithmetic calculations via facsimile within five (5)
Business Days of receipt of the Notice
of Exercise giving rise to such dispute, as the case may be, to the
Holder. If the Holder and the Company are unable to agree upon such
determination or calculation of the Exercise Price or the Warrant
Shares within three Business Days of such disputed determination or
arithmetic calculation being submitted to the Holder, then the
Company shall, at its sole discretion, within five (5) Business
Days, submit via facsimile (a) the disputed determination of the
Exercise Price to an independent, reputable investment
bankadd same
to cod selected by the Company
and approved by the Holder, or (b) the disputed arithmetic
calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall cause at its
expense the investment bank or the accountant, as the case may be,
to perform the determinations or calculations and notify the
Company and the Holder of the results no later than ten (10)
Business Days from the time it receives the disputed determinations
or calculations; provided that, if such disputed determination or
arithmetic calculation being submitted by the Holder is determined
to be incorrect, then the expense of the investment bank or the
accountant shall be the responsibility of the Holder. Such
investment bank’s or accountant’s determination or
calculation, as the case may be, shall be final, binding and
conclusive upon the parties thereto.

 



15. 

NOTICES
OF RECORD DATE





 


Upon
(a) any establishment by the Company of a record date of the
holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or
other distribution, or right or option to acquire securities of the
Company, or any other right, or (b) any capital reorganization,
reclassification, recapitalization, merger or consolidation of the
Company with or into any other corporation or other entity, any
transfer of all or substantially all the assets of the Company, or
any voluntary or involuntary dissolution, liquidation or winding up
of the Company, or the sale, in a single transaction, of a majority
of the Company’s voting stock (whether newly issued, or from
treasury, or previously issued and then outstanding, or any
combination thereof), the Company shall mail to the Holder at least
ten (10) Business Days, or such longer period as may be required by
law, prior to the record date specified therein, a notice
specifying (i) the date established as the record date for the
purpose of such dividend, distribution, option or right and a
description of such dividend, option or right, (ii) the date on
which any such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding up, or
sale is expected to become effective and (iii) the date, if any,
fixed as to when the holders of record of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such reorganization,
reclassification, transfer, consolation, merger, dissolution,
liquidation or winding up.

 


 




 

-10-








 







16. 

RESERVATION
OF SHARES





 


The
Company shall reserve and keep available out of its authorized but
unissued shares of Common Stock for issuance upon the exercise of
this Warrant, free from pre-emptive rights, such number of shares
of Common Stock for which this Warrant shall from time to time be
exercisable. The Company will take all such reasonable action as
may be necessary to assure that such Warrant Shares may be issued
as provided herein without violation of any applicable law or
regulation. Without limiting the generality of the foregoing, the
Company covenants that it will use commercially reasonable efforts
to take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and
non-assessable Warrant Shares upon the exercise of this Warrant and
use commercially reasonable efforts to obtain all such
authorizations, exemptions or consents, including but not limited
to consents from the Company’s stockholders or Board of
Directors or any public regulatory body, as may be necessary to
enable the Company to perform its obligations under this
Warrant.

 



17. 

HEADINGS





 


The
headings used in this Warrant are for the convenience of reference
only and shall not, for any purpose, be deemed a part of this
Warrant.

 



18. 

AMENDMENT
AND WAIVERS





 


Any
term of this Warrant may be amended and the observance of any term
of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively),
with the written consent of the Company and the Holders of a
majority of the Warrant Shares issuable upon exercise of the
Warrants.

 



19. 

NO
THIRD PARTY RIGHTS





 


This
Warrant is not intended, and will not be construed, to create any
rights in any parties other than the Company and the Holder, and no
person or entity may assert any rights as third-party beneficiary
hereunder.

 



[Signature Page Follows]




 

-11-








 






IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of the date first set forth above.

 


FITLIFE
BRANDS, INC.

 




By:                                                       






Name:  Michael
Abrams


Title:  Chief
Financial Officer


 




 

-12-








 







EXHIBIT A

 



NOTICE OF EXERCISE

 



(To be executed by Holder of Warrant if Holder desires to exercise
Warrant)

 



To FitLife Brands, Inc.:

 



The undersigned hereby irrevocably elects to exercise this Warrant
with respect to ___________________ shares of Common Stock (as
defined in the Warrant) as follows:

 


Number
of shares of Common Stock exercised X $___ per share = $_________ (to be paid as provided in Section
1(b)(i) of the Warrant) plus any applicable taxes payable by the
undersigned pursuant to the Warrant.

 



The undersigned requests that certificates for such shares be
issued in the name of:

 



_________________________________________



_________________________________________



_________________________________________

 



(Please print name, address and social security or federal employer
identification number (if applicable))*

 


If
the shares issuable upon this exercise of the Warrant are not all
of the Warrant Shares which the Holder is entitled to acquire upon
the exercise of the Warrant, the undersigned requests that a new
Warrant evidencing the rights not so exercised be issued in the
name of and delivered to:



_________________________________________



_________________________________________



_________________________________________

 



(Please print name, address and social security or federal employer
identification number (if applicable))*

 



Name of Holder
(print):                                                                                        







(Signature):                                                                                        







(By:)                                                                                        







(Title:)                                                                                        







Dated:                                                                                        





 

 


 



*            

If
Warrant Shares are to be issued in any name other than that of the
registered Holder of the Warrant, then the Holder must include an
opinion of counsel, reasonably satisfactory to the Company, to the
effect that such issuance complies with all applicable securities
laws.








 

A-1








 







EXHIBIT B

 



FORM OF ASSIGNMENT

 


FOR
VALUE RECEIVED, ___________________________________ hereby sells,
assigns and transfers to each assignee set forth below all of the
rights of the undersigned under the Warrant (as defined in and
evidenced by the attached Warrant) to acquire the number of Warrant
Shares set opposite the name of such assignee below and in and to
the foregoing Warrant with respect to said acquisition rights and
the shares issuable upon exercise of the Warrant:

 


	


Name of Assignee (and social security or federal employer
identification number (if applicable))


 

	


Address


 

	


Number of Shares


 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 






 


If
the total of the Warrant Shares are not all of the Warrant Shares
evidenced by the foregoing Warrant, the undersigned requests that a
new Warrant evidencing the right to acquire the Warrant Shares not
so assigned be issued in the name of and delivered to the
undersigned.

 



Name of Holder
(print):                                                                                        







(Signature):                                                                                        







(By:)                                                                                        







(Title:)                                                                                        







Dated:                                                                                        






 




 

B-1